UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 22, 2014
Gepco, Ltd.
(Name of small business issuer specified
in its charter)
| Nevada |
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000-53559 |
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80-0214025 |
| (State or other jurisdiction |
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(Commission File No.) |
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(I.R.S. Employer |
| of incorporation) |
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Identification No.) |
9025 Carlton
Hills Blvd Ste. B
Santee, CA 92071
(Address of principal executive offices)
909-708-4303
(Registrant’s telephone number)
(Former name or former address, if changed
since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.01 Changes in Registrant’s
Certifying Accountant
On September 25, 2014, De Joya Griffith
(“De Joya Griffith”) resigned as our independent auditor. A copy of the resignation letter is attached hereto as Exhibit
99.1.
DeJoya Griffith’s report on our consolidated
financial statements for our fiscal year ended December 31, 2013 did not contain an adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting principles, except that such report contained a going
concern qualification.
In connection with the audit of our financial
statements for the year ended December 31, 2013 and the subsequent interim period through June 30, 2014, the date of the last 10Q
filed prior to the resignation of DeJoya Griffith: (i) there were no disagreements between our company and De Joya Griffith on
any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to DeJoya Griffith’s satisfaction, would have caused them to make reference to the subject matter of the
disagreement in connection with its report.
We provided DeJoya Griffith with a copy
of the disclosures made in this report before this report was filed with the Securities and Exchange Commission. We attach
a letter from them addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements
that are related to them. Their letter is attached to this filing as Exhibit 16.
Due to the ongoing lawsuit filed by the
U.S. Securities and Exchange Commission and resignations set forth below, the Company has no resources with which to retain a new
independent auditor and has no plans to do so in the foreseeable future.
Item 5.02 Departure of Officer and Directors
Effective September 22, 2014, Emilio Bacardi
resigned as a director of the Company, and effective September 30, 2014, Peter Voutsas resigned as an officer and director of the
Company, and its wholly owned subsidiary, Gemvest, Ltd.
Item 9.01 Financial
Statements and Exhibits.
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(a)
(b) |
Letter from DeJoya Griffith & Company, LLC hereto attached
as Exhibit 16.1.
Letter from DeJoya Griffith & Company, LLC hereto attached
as Exhibit 99.1. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Gepco Ltd. |
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| Dated: September 30, 2014 |
By: |
/s/ Trisha Malone |
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Chief Financial Officer |
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